[Form 4] Circle Internet Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

M. Michele Burns, a director of Circle Internet Group, Inc. (CRCL), reported a transaction involving Class A common stock. The filing discloses a 10,000-share disposition executed as a bona fide gift to a donor-advised charitable fund under the terms of the issuer's lock-up agreement; the gifted shares remain subject to that lock-up. After this transaction, the reporting person beneficially owned 305,230 shares of Class A common stock, comprised of 298,170 shares held outright and 7,060 shares issuable upon restricted stock unit vesting.

Positive

• Charitable disposition indicates philanthropic intent rather than a cash sale
• Gifted shares remain under the IPO lock-up, limiting immediate market impact
• Clear breakdown of outright holdings (298,170) and RSU-based shares (7,060) improves transparency

Negative

• Beneficial ownership decreased by 10,000 shares to 305,230, a reduction in insider holdings

Insights

Securities Analyst

TL;DR: Director made a charitable gift of 10,000 Class A shares; overall ownership modestly reduced and donated shares remain subject to lock-up.

The reported transaction is a non-sale disposition recorded as a bona fide gift to a donor-advised fund, which typically reflects philanthropic intent rather than liquidity-driven selling. The fact that the gifted shares remain subject to the IPO lock-up means they cannot be freely traded until lock-up restrictions expire, preserving near-term share supply dynamics. The reporting person's total beneficial holdings after the gift are explicitly 305,230 shares, including 7,060 RSU-related shares that are not yet vested. For investors, this is a routine insider disclosure with limited direct implication for company operations or governance.

Corporate Governance Expert

TL;DR: This is a documented charitable transfer by a director; governance impact is minimal and lock-up retention reduces immediate market impact.

The disposition being a gift and remaining subject to the lock-up mitigates concerns about an insider disposing shares for cash, which can sometimes signal negative views. The filing clearly separates outright holdings from RSU-contingent shares, aiding transparency about vested versus prospective ownership. No leadership changes, litigation, or material corporate actions are disclosed here, so the filing should be viewed as a routine insider compliance disclosure under Section 16 rules.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BURNS M MICHELE

(Last) (First) (Middle)

C/O CIRCLE INTERNET GROUP, INC.

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/11/2025		G(1)		10,000(1)	D	$0	305,230(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a bona fide gift of the Issuer's Class A common stock to a charitable donor-advised fund as permitted by, and made in accordance with, the terms of the lock-up agreement entered into between the Reporting Person and the underwriters in connection with the Issuer's initial public offering (the "Lock-Up Agreement"). The gifted shares of Class A common stock remain subject to the terms of the Lock-Up Agreement.

2. Represents 298,170 shares of Class A common stock held outright by the Reporting Person and 7,060 shares of Class A common stock issuable upon the vesting of restricted stock units.

Remarks:

	Sarah Wilson, as Attorney-in-Fact for M. Michele Burns	09/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transaction did the CRCL insider report?

The filing reports a 10,000-share gift of Class A common stock to a donor-advised charitable fund.

How many CRCL shares does the reporting person own after the transaction?

The reporting person beneficially owns 305,230 Class A shares after the reported transaction.

How is the 305,230 shares composed?

It comprises 298,170 shares held outright and 7,060 shares issuable upon restricted stock unit vesting.

Are the gifted CRCL shares immediately tradeable?

No, the gifted shares remain subject to the IPO lock-up agreement as stated in the filing.

Does this filing indicate a sale by the director?

No; the disposition is reported as a bona fide gift, not a sale for cash.